Cypher Metaverse Inc. Announces Signing of Definitive Agreement for Acquisition

Executive Summary

• Cypher Metaverse Inc. entered into a definitive agreement to merge with Noninvasix, Inc., creating a “Resulting Issuer” that will satisfy CSE listing requirements as an industrial issuer.
• The transaction includes a 1‑for‑1 exchange of Noninvasix common shares for Resulting Issuer shares, replacement of all Cypher warrants with convertible/exchangeable securities, and a planned name change of Cypher at the discretion of Noninvasix.
• Two concurrent private placements are being executed as closing conditions: (i) a US$3 M Noninvasix unit offering at C$0.50 per unit; (ii) a up‑to C$250,000 Cypher unit offering at C$0.33 per unit, each with attached warrants and hold periods.

Key Details

• Transaction Structure
• Merger whereby Noninvasix becomes a wholly‑owned subsidiary of Cypher.
• Exchange Ratio: holders of each Noninvasix common share receive one share of the Resulting Issuer.
• All outstanding Cypher common share purchase warrants will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer.
• Management and board composition of the Resulting Issuer to be determined by Noninvasix; announcement pending.

• Cypher will rename itself per Noninvasix’s discretion, subject to CSE approval.

• Noninvasix Private Placement

• Minimum gross proceeds: US$3 million.
• Unit composition: 1 Noninvasix common share + 1 warrant to purchase an additional Noninvasix common share (terms to be finalized).
• Issue price: C$0.50 per unit.
• Target investors: accredited investors and others qualifying for prospectus‑exempt offerings.
• Use of proceeds: working capital and general corporate purposes.

• Expected completion immediately prior to transaction closing; securities likely subject to trading restrictions.

• Cypher Private Placement

• Maximum gross proceeds: C$250,000.
• Unit composition: 1 Cypher common share + 1 warrant to purchase an additional Cypher common share at C$0.45 (2‑year exercise period).
• Issue price: C$0.33 per unit.
• Hold period: securities locked for 4 months + 1 day from closing.

• Use of proceeds: general corporate purposes.

• Closing Conditions

• Required shareholder approvals, regulatory consents, and CSE listing approval.

• Completion of both private placements.

• Trading Halt

• Trading of Cypher’s securities will be halted pending CSE review of the change‑of‑business filing and satisfaction of halt‑resumption conditions.

• Regulatory Filings

• Cypher to file a detailed filing statement on SEDAR+ covering the transaction, corporate information, and private placement terms.

• Forward‑Looking Statements

• The release contains numerous forward‑looking statements regarding the anticipated completion, financing, and post‑transaction operations; actual results may differ materially.

Notable Quotes

(No direct quotes were provided in the release.)